Conversion to LLP

With effect from 1 May 2012 Stephenson Harwood has converted to and now practises as a limited liability partnership, Stephenson Harwood LLP ("the LLP").

As part of this conversion the general partnership of Stephenson Harwood ("the Partnership") transferred to the LLP the entirety of its business and assets and the LLP assumed all of the liabilities and commitments of the Partnership. The transfer included the assignment to the LLP of all contracts, including client engagements, with effect from 1 May 2012. All related documents, records, confidential or privileged information and intellectual property have been transferred to the LLP and the Partnership has ceased to trade.

In practical terms it will be very much business as usual. The change in status will not affect the services we provide to our clients and the same teams, as members and staff of the LLP, will continue to provide their services to those clients. Counsel, other experts, suppliers and others with whom we deal regularly will continue to work with the same people as before. Although the members of the LLP will have limited liability, in practice they will continue to be referred to as 'partners'. We will also continue to use the name 'Stephenson Harwood' as the trading name of our business.

The change on 1 May 2012 applied to our offices in London and Piraeus. Our office in Singapore converted to a Singapore incorporated limited liability partnership on 1 May 2013. Law firms in Hong Kong are not currently permitted to practise through a limited liability entity and our offices in Hong Kong and the People's Republic of China will continue to practise through the existing Hong Kong partnership for the time being.

There are a number of questions that often arise in connection with conversion to an LLP and these and their answers are set out below. However, if you have any further questions or concerns, please email info@shlegal.com or speak to your usual contact at Stephenson Harwood.

For further information please see our legal notices.

 

 

LLP conversion: common questions

1

What is an LLP?

An LLP is a limited liability partnership. LLPs are corporate entities with a separate legal personality in a similar way to a limited liability company. An LLP's members have limited liability, unlike the partners in a partnership who generally have unlimited liability. An LLP is registered at Companies House, where its audited accounts and membership details are available for inspection.

2

Why are you converting to an LLP?

An LLP structure is the preferred structure for professional service firms and almost all large UK law firms have converted. We believe that it is right for us to convert since this structure, with its lesser degree of personal risk for members, will help us continue to attract, retain and develop talented people.

3

How will Stephenson Harwood LLP be regulated?

The LLP is regulated by the Solicitors Regulation Authority under number 567651.

4

Will your professional indemnity insurance change in any way?

Our change in status does not affect our professional indemnity insurance in any way, and the LLP holds the same level of cover as the Partnership.

5

Has my client team changed?

The same team will be engaged on your instructions, except as members and staff of the LLP instead of the Partnership.

6

How are the LLP's Standard Terms of Business different to those of the Partnership?

To reflect the differing nature of an LLP it has slightly different Standard Terms of Business for its contracts with clients. The main changes are: i) the new terms of business make it clear that clients are contracting with the LLP and only the LLP is liable to clients for the work done, ii) the way in which these terms apply to different Stephenson Harwood offices that may be involved in advising on an instruction from you is set out, and iii) the introduction of a clause which permits any dispute under the Standard Terms of Business to be resolved through arbitration.

If you would like a copy of the LLP's Standard Terms of Business, please speak to your usual contact at Stephenson Harwood.

7

Stephenson Harwood are currently my lawyers of record – what will happen here?

If the Partnership is currently acting for you in a litigation matter we have written to the Court or Tribunal and others who need to know to advise them that from 1 May 2012 the LLP has become your lawyer of record.

8

What will happen to money that you currently hold on my behalf?

All money currently held by the Partnership on behalf of clients was transferred to the control of the LLP on 1 May 2012.

9

How will this affect me as a supplier?

The LLP has assumed all of the rights and obligations of contracts the Partnership had with you and any amounts owed to you by the Partnership at 1 May 2012 will be paid instead by the LLP. Such payments will discharge the Partnership and the LLP from all liability in relation to those debts. The practical effect of the change is simply that, with effect from 1 May 2012, your relationship will be with the new LLP rather than the Partnership or any of its partners and from that date all new contracts will be with the LLP.

 

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Chambers UK 2012

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Chambers Asia-Pacific 2012

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